Form 4: Old Point Financial Director Sells Shares Post-Merger

Old Point Financial Director Stephen Conway Adams reported the disposal of common stock following the company's merger with TowneBank.

Summary

• Stephen Conway Adams, a Director of Old Point Financial Corp (OPOF), reported the disposal of common stock on September 1, 2025.
• The transaction involved the disposal of 17,373 shares of Old Point common stock held directly.
• An additional 222 shares of Old Point common stock held indirectly through Nancy B Adams, SEP-IRA, were also disposed of.
• These disposals were pursuant to the Agreement and Plan of Merger, dated April 2, 2025, between TowneBank and Old Point Financial Corporation.
• At the effective time of the merger, each restricted share of Old Point common stock fully vested.
• Each outstanding share of Old Point common stock converted into the right to receive, at the holder's election, $41.00 per share in cash or 1.14 shares of TowneBank common stock, subject to allocation and proration procedures.
• On August 29, 2025, the last trading day before the merger's effective time, Old Point's common stock closed at $42.10 per share, and TowneBank's common stock closed at $36.69 per share.
• All fractional share holdings were paid in cash.

Sentiment

Score: 7

Explanation: The filing reports a director's mandatory stock disposal due to a merger, which is a neutral event in itself. However, the merger terms offered shareholders a choice between cash and stock, indicating a structured and potentially favorable exit for Old Point shareholders.

Positives

• Restricted shares of Old Point common stock fully vested at the effective time of the merger.
• Shareholders had the option to elect between receiving $41.00 per share in cash or 1.14 shares of TowneBank common stock, providing flexibility.

Future Outlook

NA

Industry Context

This transaction is a direct result of a bank merger, reflecting ongoing consolidation trends within the financial services industry where smaller regional banks are acquired by larger institutions to achieve scale and market presence.

Related Party Transactions

• Indirect beneficial ownership of 222 shares was held through Nancy B Adams, SEP-IRA, which were also disposed of as part of the merger.

Stakeholder Impact

• Shareholders of Old Point Financial Corp received consideration in cash or TowneBank stock, concluding their investment in Old Point.
• Employees of Old Point Financial Corp are likely integrated into TowneBank, though specific details are not provided in this filing.

Key Dates

Keywords

Old Point Financial Corp, OPOF, TowneBank, Merger, Director Stock Sale, Insider Transaction, Form 4, Stephen Conway Adams, Bank Merger